This Fashionista Chihuahua Art Collectibles Non-Fungible Token (NFT) Purchase and License Agreement (this “agreement”) is a legally binding agreement by and between Arts & Co. (“Arts & Co.”) and: (a) you as a purchaser of the Fashionista Chihuahua Art Collectibles; and (b) any subsequent purchaser(s) of the Fashionista Chihuahua Art Collectibles (collectively and as applicable, “you” and “your”), governing your purchase of the Fashionista Chihuahua Art Collectibles NFT as part of the Fashionista Chihuahua Art Collection NFT Sale (the “sale”).
This agreement may refer to you and Arts & Co. collectively as the “parties” or individually as a “party.”
By participating in the Fashionista Chihuahua Art Collections Sale and/or purchasing a Fashionista Chihuahua Art Collectible, you agree to be bound by the terms of this agreement. By entering into this agreement, you expressly acknowledge that you understand this agreement and accept all of its terms. If you do not agree to the terms of this agreement, you may not participate in this sale.
The Fashionista Chihuahua Art Collectibles are a collection of non-fungible tokens, also referred to as NFTs, which, as of their original issuance, refer to a collection of intangible digital arts provided and owned by Arts & Co. Each collection piece is linked to a controllable electronic record of a Fashionista Chihuahua Art that is recorded on the Ethereum blockchain. The design elements consist of both generative and core arts with a variation of colors, outfit, expression, fashion, background, and style. Each piece is meticulously crafted to serve as a work of outstanding artistry, a masterpiece, and a unique image of art. The Fashionista Chihuahua Art Collection NFT Sale or the Fashionista Chihuahua Art Collectibles are not intended to constitute a securities offering or a solicitation for investment in securities in any jurisdiction, and you should not expect that purchasing a Fashionista Chihuahua Art Collectible is the same as investing in a securities offering. The Fashionista Chihuahua Art Collectibles are digital in nature and do not include any items or representations that have physical dimensions such as mass or volume.
This agreement governs your participation in the primary transactions on Coinbase NFT Marketplace (the “marketplace”), as well as secondary transactions between transferors and transferees. The marketplace is not a party to this agreement. However, Arts & Co. is owed royalties on secondary transactions of the Fashionista Chihuahua Art Collectibles as set forth herein.
Participation in the Fashionista Chihuahua Art Collectibles NFT Sale is open only to individuals: (a) who have the right and authority to enter into this agreement; (b) who are fully able and competent to satisfy the terms, conditions, and obligations herein; and (c) who are using currency that such party is the lawful holder thereof.
As a condition of purchasing the Fashionista Chihuahua Art Collectibles, you represent and warrant that you: (a) are at least the age of majority in your place of residence, which is typically 18 years of age in most U.S. states, and have the legal capacity to enter into this agreement; (b) will use and interact with the Fashionista Chihuahua Art Collectibles and Fashionista Chihuahua Art only for lawful purposes and in accordance with this agreement; (c) will not use the Fashionista Chihuahua Art Collectibles or Fashionista Chihuahua Art to violate any law, regulation or ordinance or any right of Arts & Co., its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent; (d) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (e) are not listed on any U.S. Government list of prohibited or restricted parties. You further agree that you will comply with all applicable laws.
All sales of the Fashionista Chihuahua Art Collectibles NFT are final. Once you have made a purchase, you should promptly take the necessary steps to complete your transaction. The access and use of the marketplace are subject to a separate terms and conditions of use. You further acknowledge that you have carefully read and accepted the terms and conditions located on the marketplace website. The marketplace website terms govern your use of the marketplace. If there is a conflict between the marketplace website terms and this agreement with respect to the Fashionista Chihuahua Art Collectibles, this agreement supersedes the marketplace website terms.
The marketplace agrees to accept payment for the primary transaction purchase price via the blockchain network, provided that the blockchain may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis at its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by marketplace, blockchain, or an assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.
By buying or selling a Fashionista Chihuahua Art Collectible on the marketplace or any other platform, you agree to pay all applicable fees (i.e. gas fees) and, if applicable, you authorize the marketplace to automatically deduct fees, including any transaction fees as applicable, directly from your payments for the primary transaction or subsequent secondary transactions. Arts & Co. will have no insight into or control over these payments or transactions, nor does Arts & Co. have the ability to reverse any transactions. Accordingly, Arts & Co. will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of the Fashionista Chihuahua Art Collectibles that you engage in.
As a condition of purchasing the Fashionista Chihuahua Art Collectibles, including your use of the marketplace and any time you provide your personal information to the marketplace either collected from you when using the marketplace website or collected automatically by the marketplace website’s use of cookies or other similar technologies, you agree to the collection, use, storage, sharing, transfer, and processing of your information by the marketplace for the purposes of providing the marketplace and the services available therein, to administer the Fashionista Chihuahua Art Collectibles sale, and to comply with applicable laws, rules, and regulations as more fully described in the marketplace’s privacy statement. To learn more about how marketplace handles your information, read the marketplace’s privacy policy available on its website.
If you acquire a Fashionista Chihuahua Art Collectible, you own all the personal property rights to that particular Fashionista Chihuahua Art Collectible (i.e. the right to freely sell, transfer, or otherwise dispose of that Fashionista Chihuahua Art Collectible). Such rights, however, do not include the ownership of the intellectual property rights in the Fashionista Chihuahua Art.
As an owner of a Fashionista Chihuahua Art Collectible, you represent and warrant that you will not transfer a Fashionista Chihuahua Art Collectible in any secondary transaction to a transferee that is: (a) located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a terrorist-supporting country; or is (b) listed on any U.S. Government list of prohibited or restricted parties. A secondary transaction means any transaction in which a Fashionista Chihuahua Art Collectible is sold by one owner to another owner or is otherwise transferred in any manner that is not a primary transaction; and a primary transaction means a transaction facilitated through the marketplace in which a Fashionista Chihuahua Art Collectible is first sold.
If you acquire a Fashionista Chihuahua Art Collectible, Arts & Co. hereby grants to you, for so long as you own the Fashionista Chihuahua Art Collectable, as recorded on the relevant blockchain, a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the Fashionista Chihuahua Art linked with your purchased Fashionista Chihuahua Art Collectible solely for the following purposes: (a) for your own personal, non-commercial use (i.e. personal display and/or as a profile picture or avatar), including to create one back-up copy of the Fashionista Chihuahua Art and a single physical print out of the Fashionista Chihuahua Digital Art, each to be retained only for so long as you own the associated Fashionista Chihuahua Art Collectible; and (b) efforts to sell or otherwise transfer the associated Fashionista Chihuahua Art Collectible consistent with the ownership of it (i.e. posting the Fashionista Chihuahua Art on a sales listing on an NFT marketplace). The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the transfer of the Fashionista Chihuahua Art Collectible. No Arts & Co. service marks or trademarks included in the art or other rights based on designation of source or origin are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to such trademarks.
All rights in and to the Arts & Co. service mark and the Fashionista Chihuahua Art not expressly provided for in this agreement are hereby reserved by Arts & Co. The Fashionista Chihuahua Art is licensed, not sold. Arts & Co. owns and will retain all title, interest, ownership rights, and intellectual property rights in and to the Arts & Co. service mark and the Fashionista Chihuahua Digital Art. The Arts & Co. logo is a registered service mark of Arts & Co. within the United States. Without limitation, you shall not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Arts & Co.: (a) modify the Fashionista Chihuahua Digital Art; (b) use the Fashionista Chihuahua Art to advertise, market, or sell any product or service; (c) use the Fashionista Chihuahua Art in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on the Fashionista Chihuahua Art brand; (d) use the Fashionista Chihuahua Art in any other form of media, except solely for your own personal, non-commercial use for so long as you own the Fashionista Chihuahua Art Collectible; (e) sell, distribute for commercial gain, including, without limitation, giving away in the hopes of eventual commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Fashionista Chihuahua Art; (d) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Fashionista Chihuahua Art; or (e) otherwise utilize the Fashionista Chihuahua Art for your or any third party’s commercial benefit.
The Fashionista Chihuahua Art Collectibles are provided “as is” and “as available,” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Arts & Co. explicitly disclaims any warranties, express or implied, including but not limited to implied warranties of non-infringement, merchantability, fitness for a particular purpose, quiet enjoyment, and any warranties arising out of course of dealing or usage of trade. Arts & Co. makes no warranty that the Fashionista Chihuahua Art Collectibles will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Arts & Co. makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Fashionista Chihuahua Art Collectibles.
Arts & Co. is not responsible for repairing, supporting, replacing, or maintaining the marketplace website or blockchain hosting the Fashionista Chihuahua Art, nor does Arts & Co. have the obligation to maintain any connection or link between a Fashionista Chihuahua Art Collectible and the corresponding Fashionista Chihuahua Art.
Arts & Co. will not be responsible or liable to you for any loss and takes no responsibility for, and will not be liable to you for, any use of the Fashionista Chihuahua Art Collectibles, including but not limited to any losses, damages or claims arising from: (a) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped wallet addresses; (b) server failure or data loss; (c) corrupted cryptocurrency wallet files; (d) unauthorized access to Fashionista Chihuahua Art Collectible; or (e) any unauthorized third party activities, including without limitation the use of viruses, phishing, bruteforcing or other means of attack against the blockchain network underlying the Fashionista Chihuahua Art Collectibles.
The Fashionista Chihuahua Art Collectibles are intangible digital assets. They exist only by virtue of the ownership record maintained in the applicable blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within such blockchain network, which Arts & Co. does not control. Arts & Co. does not guarantee that Arts & Co. or the blockchain network can affect the transfer of title or right in any Fashionista Chihuahua Art Collectible. You bear full responsibility for verifying the identity, legitimacy, and authenticity of assets you purchase through the marketplace website. Notwithstanding indicators and messages that suggest verification, Arts & Co. makes no claims about the identity, legitimacy, or authenticity of assets on the collectibles website or any purported secondary transactions.
Arts & Co. is not responsible for any kind of failure, abnormal behavior of software (i.e. wallet, smart contract), blockchains or any other features of the Fashionista Chihuahua Art Collectibles. Arts & Co. is not responsible for casualties due to late report or no report at all, by developers or representatives, of any issues with the blockchain supporting the Fashionista Chihuahua Art Collectibles, including forks, technical node issues or any other issues having fund losses as a result.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
You accept and acknowledge all risks associated with the following: (a) you are solely responsible for determining what, if any, taxes apply to your purchase, sale, or transfer of the Fashionista Chihuahua Art Collectibles. Arts & Co. will not be responsible for determining or paying the taxes that apply to such transactions; (b) Arts & Co. does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets that occurs within the supporting blockchain that is not controlled by Arts & Co. transactions in Fashionista Chihuahua Art Collectibles may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Fashionista Chihuahua Art Collectibles shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that you initiated the transaction; (c) there are risks associated with using an Internet-based digital asset, including but not limited to the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. Arts & Co. will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting the Fashionista Chihuahua Art Collectibles transactions, however caused; (d) digital assets, including blockchain based assets such as the Fashionista Chihuahua Art Collectibles, are subject to developing laws and regulations throughout the world; and (e) transactions involving the Fashionista Chihuahua Art Collectibles may rely on third-party platforms to perform transactions which are outside of Arts & Co.’s control. Therefore, access to and interactions for the Fashionista Chihuahua Art Collectibles may be limited or unavailable.
Your use and interaction of the Fashionista Chihuahua Art Collectibles and Fashionista Chihuahua Art may allow you to access third-party websites, including websites that host the Fashionista Chihuahua Art, or other resources. Arts & Co. provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources. Under no circumstances shall your inability to view the Fashionista Chihuahua Art on a third-party website serve as grounds for a claim against Arts & Co.
Without limitation of any other termination rights, Arts & Co. may suspend or terminate the license to the Fashionista Chihuahua Art if it has a reasonable basis for believing that you have engaged in an off-chain sale of the Fashionista Chihuahua Art Collectible or otherwise engaged in any off-chain transactions for the purchase or sale of the Fashionista Chihuahua Art Collectible without making the applicable royalty payment. You, and all subsequent transferees, shall be responsible for paying the royalty payment associated with the secondary transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.
Your license to the Fashionista Chihuahua Art shall automatically and immediately terminate without notice, and all rights shall revert to Arts & Co. if at any time: (a) you breach any portion of this agreement; (b) you engage in any unlawful activity related to the Fashionista Chihuahua Art Collectible, including transferring the Fashionista Chihuahua Art Collectible to a prohibited transferee; (c) you initiate any legal actions, except an arbitration as specifically provided herein, against Arts & Co. or their subsidiary, affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Arts & Co. parties”); or (d) at Arts & Co.’s sole determination and discretion, you disparage any of the Arts & Co. parties or their brands and/or products. Upon any termination, discontinuation or cancellation of your license to Fashionista Chihuahua Art, Arts & Co. may disable your access to the Fashionista Chihuahua Art, and you must delete, remove, or otherwise destroy any back up or single digital or physical copy of the Fashionista Chihuahua Art.
You shall defend, indemnify, and hold the Arts & Co. parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interests, and expenses, including attorneys’ fees, that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party, including any person who accesses or transacts using the Fashionista Chihuahua Art Collectibles, whether or not such person personally purchased the Fashionista Chihuahua Art Collectibles, against any Arts & Co. party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (a) your purchase, ownership, use and interaction with the Fashionista Chihuahua Art Collectibles or license to the Fashionista Chihuahua Art; (b) your breach or anticipatory breach of this agreement; (c) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with your use or interaction with the Fashionista Chihuahua Art Collectibles; and (d) any misrepresentation made by you (all of the foregoing “claims and losses”). You will cooperate as fully required by Arts & Co. in the defense of any claim and losses. Notwithstanding the foregoing, Arts & Co. retains the exclusive right to settle, compromise, and pay any and all claims and losses. Arts & Co. reserves the right to assume the exclusive defense and control of any claims and losses. You will not settle any claims and losses without, in each instance, the prior written consent of an officer of Arts & Co.
To the fullest extent permissible by applicable law, in no event shall Arts & Co. be liable to you for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, personal injury, property damage, computer damage or system failure or the cost of substitute Fashionista Chihuahua Art Collectibles of any kind arising out of or in connection with these terms or from the use of or inability to use or interact with the Fashionista Chihuahua Art Collectibles or access the Fashionista Chihuahua Art, whether based on warranty, contract, and/or tort, including negligence, product liability or any other legal theory, and whether or not Arts & Co. or its service providers has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
To the maximum extent permitted by the law of the applicable jurisdiction, in no event will Arts & Co.’s total liability arising out of or in connection with these terms or the use of or inability to use or interact with the Fashionista Chihuahua Art Collectibles or access the Fashionista Chihuahua Art exceed the primary transaction purchase price.
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Arts & Co. and you.
This agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of law provisions. Except as otherwise expressly set forth in the next section, dispute resolution, the exclusive jurisdiction for all disputes that you and Arts & Co. are not required to arbitrate will be the state and federal courts located in San Diego County, California, and you and Arts & Co. each waive any objection to jurisdiction and venue in such courts.
Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Arts & Co. agree that this section satisfies the “writing” requirement of the Federal Arbitration Act.
The parties shall in good faith endeavor to resolve all claims or disputes arising from or relating to the terms of this agreement first by mediation through a mediator selected by the parties and if not resolved by mediation, then the parties agree to resolve all claims or dispute by binding arbitration in accordance with this section. If any controversy, dispute, allegation, or claim of any nature arising out of, in connection with, or in relation to the Fashionista Chihuahua Art Collectibles or this agreement (collectively, “dispute”), or to any of Arts & Co.’s actual or alleged intellectual property rights (an “excluded dispute”), including any claim based on contract, tort, or statute, then you and Arts & Co. agree to send a written notice to the other providing a reasonable description of the dispute or excluded dispute, along with a proposed resolution of it. Arts & Co.’s notice to you will be sent to you based on your contact information provided to Arts & Co. But if no such information exists or if such information is not current, then Arts & Co. has no obligation under this section. Your notice to Arts & Co. must be sent as an electronic attachment to admin@artsandcompany.com, Attention: Administration. For a period of 60 days from the date of receipt of notice from the other party, the parties will engage in a dialogue in order to attempt to resolve the dispute or excluded dispute, though nothing will require either party to resolve the dispute or excluded dispute on terms with respect to which you and Arts & Co., at each party’s sole discretion, are not comfortable. Arts & Co.’s decision to pursue amicable resolution, however, shall not be weighed against a finding of irreparable harm to Arts & Co. in any subsequent legal action.
If the parties cannot resolve a dispute within 60 days of receipt of the notice, then either party may submit the dispute to formal arbitration. If we cannot resolve an excluded dispute within 60 days of receipt of the notice, then either party may submit the excluded dispute to formal arbitration only if both parties consent, in writing signed by you and Arts & Co. Administration, to have that excluded dispute subject to arbitration. In such a case, and only in such a case, that excluded dispute will be deemed a “dispute.”
Upon expiration of the applicable 60-day period and to the fullest extent permitted by applicable law, a dispute will be resolved solely by binding arbitration, and the arbitration shall be administered in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any matter to be settled by arbitration shall be submitted to the American Arbitration Association in the State of California. The parties shall attempt to designate a single, neutral arbitrator from the American Arbitrator Association, who is a retired judge or a lawyer with not less than 15 years’ experience as a practicing member of the bar in the substantive practice area related to the dispute, who will administer the proceedings in accordance with the American Arbitrator Association’s Supplementary Procedures for Consumer Related Disputes. If they are unable to do so within 30 days after written demand, therefore, then the American Arbitration Association shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys' fees, including those of in-house counsel, and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything herein to the contrary, this agreement shall not prevent you or Arts & Co. from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in San Diego County, California, by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this agreement or to prevent irreparable harm and injury. The court's jurisdiction over any such equitable matter, however, shall be expressly limited only to the temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this agreement between the parties hereto shall be determined through final and binding arbitration in accordance with this agreement.
In arbitration, as with a court, the arbitrator must honor the terms of this agreement and can award the prevailing party damages and other relief, including attorneys’ fees. However, with arbitration: (a) there is no judge or jury; (b) the arbitration proceedings and arbitration outcomes are subject to certain confidentiality rules; and (c) judicial review of the arbitration outcome is limited. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the San Diego County, California. You and Arts & Co. will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules, but if applicable arbitration rules or laws require Arts & Co. to pay a greater portion or all of such fees and costs in order for this Section 16 to be enforceable, then Arts & Co. will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the dispute. The arbitrator must also provide a statement of the essential findings and conclusions on which the decision and award, if any, is based. Judgment on the arbitration decision and award, if any, may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
To the fullest extent permitted by applicable law, if either party wants to assert a dispute, but not an excluded dispute, against the other, then Arts & Co. or you must commence it by delivery of written notice within 1 year after the dispute arises or it will be forever barred.
To the extent that you or Arts & Co. prevail on a claim and seek public injunctive relief, that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public, the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Small claims matters are excluded from arbitration requirement. Notwithstanding the foregoing, either party may bring a qualifying claim of disputes, but not excluded disputes, in small claims court.
You and Arts & Co. agree that each may bring claims against the other only in each party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.
Except to the extent that arbitration is required above, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any dispute or excluded dispute may only be instituted in state or federal court in San Diego County, California. Accordingly, the parties consent to the exclusive personal jurisdiction and venue of such courts for such matters.
With the exception of any of the provisions of this agreement (“class action waiver”), if an arbitrator or court of competent jurisdiction decides that any part of the agreement is invalid or unenforceable, the other parts of this agreement will still apply.
This agreement will transfer, bind, and inure to the benefit of the parties and their permitted successors and assigns, in particular any transferee. This agreement constitutes the entire agreement and supersedes any and all prior or contemporaneous representations, understandings and agreements between the parties with respect to the subject matter of this agreement, all of which are hereby merged into this agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this agreement, except as expressly provided in this agreement or as the parties may agree in writing. No amendment to this agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby. Failure to promptly enforce a provision of this agreement will not be construed as a waiver of such provision. Nothing contained in this agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of this agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party to this agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party or to bind such other party in any manner. Each of the parties acknowledges that it has had the opportunity to have this agreement reviewed by an independent legal counsel of its choice. If any one or more of the provisions of this agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to each section of this agreement are for convenience or reference only and do not form a part of this agreement and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of this agreement, whether by virtue of being the drafter or otherwise. For purposes of this agreement, the words and phrases “include,” “includes,” “including,” and “such as” are deemed to be followed by the words “without limitation.” Any notices or other communications provided by Arts & Co. under this agreement will be given by posting to the marketplace website or other website elected by Arts & Co. You may give notice to Arts & Co. by mail per the below, effective upon receipt. The parties have agreed to contract electronically, and accordingly, electronic signatures or purchase transactions, either primary or secondary, and/or the participation to the Fashionista Chihuahua Art Collection Sale or the purchase of a Fashionista Chihuahua Art Collectible will be given the same effect and weight.
Arts & Co. may make changes to this agreement from time to time. When Arts & Co. makes such changes, we will make the updated agreement available on the Arts & Co. website and the marketplace with the latest update, publication, or release date at the bottom of the agreement accordingly. Please check the Arts & Co. website periodically for changes. Any changes to this agreement will apply on the date that they are made and, by way of example, your continued access to or use of the licensed NFT and the Fashionista Chihuahua Art Collectibles after the agreement has been updated will constitute your binding acceptance of the updates.
By purchasing any digital product or NFT, you acknowledge that you have read and accepted this agreement. If you have any questions or concerns about this agreement, please contact Arts & Co. via email at admin@artsandcompany.com
The information contained in this web site is subject to change without notice. This page was last updated by Arts & Co. Administration on March 26, 2023.
